Company director report

Your Directors have pleasure in presenting the 21 Annual Report on the business andoperations of the company together with the Audited results for the year ended 31 March2014.

Financial Results:

Your Company's performance during the year as compared with that of during the previousyear is summarized below:

Particulars

For the year ended 31.03.2014

For the year ended 31.03.2013

Total Income

4051.37

3234.30

Total Expenditure

3704.33

2906.62

Profit Before Depreciation Interest and Tax

347.04

327.32

Less: Interest & Finance Charges

66.69

87.52

Profit before Depreciation and Tax

280.35

240.16

Less: Provision for Depreciation

109.88

101.32

Profit before Tax

170.47

138.84

Less: Provision for Tax

36.35

32.96

Deferred Tax (Liability)

-14.57

-5.88

Fringe Benefit Tax

00

00

Net Profit after Tax

148.69

111.76

Add: Balance in Profit & Loss Account as per last Balance Sheet

3298.63

3267.38

Less: Profit Transferred to General Reserves

5.00

5.00

Proposed / Interim Dividend

64.97

64.97

Dividend Tax

11.04

10.54

Balance carried forwards to Balance Sheet

3366.31

3298.63

Dividend:

Board of Directors has please to recommend a dividend of Re 1 per equity shares(10%)for this financial year for approval of members .

Transfer to Reserves

We have transferred Rs 5 Lacs amount from current profit to General Reserve. An amountof Rs 3366.31 lacs is proposed to be retained in the in the Profit & LossAccount.

2. MANAGEMENT DISCUSSION ANALYSIS AND REVIEW

(Present in separate section of this report)

PROSPECTS

3. CORPORATE GOVERNANCE:

The disclosures as required under the Corporate Governance Reporting System have beenfurnished in the Annual Report under the head "Corporate Governance" and thecompany is complying with the various requirements under the Corporate Governancereporting system.

4 . DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000 the Directors'confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii. Appropriate accounting polices have been selected and applied consistently.Judgments and estimates are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at 31 March 2014 and of the profit of the companyfor the year ended 31 March 2014.

iii. Proper and sufficient care has been taken for the maintenance of adequate recordsin accordance with the provisions of the Companies Act 1956 for safe guarding the assetsof the Company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts have been prepared on a going concern basis.

5. DEPOSITORY SYSTEM (DEMAT FACILITY FOR SHARES):

The Company has established De-materialized facility of Share with NSDL/CDSL. In lineswith SEBI's circular the company has also established common registry facility for dematand physical transfer of shares with M/s.CAMEO Corporate Services Ltd. 5 floor No.1Subramaniam Building Club House Road Chennai  600002.

The Members/Shareholders are requested to avail this facility by forwarding theirrequest for share transfer to the aforesaid registrar and shares transfer agents.

6. LISTING WITH STOCK EXCHANGES:

As per the requirements of clause 49 of the Listing Agreement with Stock Exchanges theCompany hereby declares that the listing of its shares continued throughout the year withthe following Stock Exchanges and the listing fee for the year 2014-2015 has been paid:-

Delisting of the Company Shares is pending from Coimbatore Stock Exchange.

7. FIXED DEPOSITS:

The Company has not accepted the fixed deposits from public during the year underreview.

8. HUMAN RESOURCES:

We believe that just as engineering technical expertise and specializations are thecornerstones of our progress; human capital also constitutes another important driver tothe success in our business. The Company is proud of its 80 plus personnel team comprisingexperienced skilled committed and innovative engineers and it recognizes the invaluablecontribution made by each of them. There was no strike or labour unrest during the periodunder review. The Company has provided a congenial working environment for its employees.

The information required under Section 217-(1) (e) of the Companies Act 1956 read withthe Companies (Disclosure of Particulars in the Report of the Director) Rules 1988 withrespect to these matters is as under:

Conservation of Energy:

Though the Company's operation involves low energy consumption there is a constantendeavor to conserve energy.

Absorption of technology:

The company has an in-house R & D wing for product up gradation/development.

Foreign Exchange earnings and outgo

Foreign Exchange earnings - Nil

Foreign Exchange outgo - Nil

10. DIRECTORS:

In accordance with the provisions of the Companies Act 1956 and Companies Act 2013 andas per the provision of Articles of Association of the Company the following Directorsdue for retirement by rotation and appointment as per new provision of Companies Act 2013and being appointed eligible to consider for reappointment.

1. Mr S.M.Mohsin

2. Mr N.K Malu

3. Mr K N Guha

4. Mrs. Annu Kumari

5. Mr. V. Karthick

None of the Directors of the Company have incurred disqualification in terms of section274(1)(g) of Companies Act 1956 (Section 164(1) of Companies Act 2013.)

11. AUDITORS:

M/s.Rao and Venkatesulu Chartered Accountants (FR No. 003108S) the Auditors of theCompany retire at the conclusion of the forthcoming Annual General Meeting. It isproposed to re-appoint them till the conclusion of the next Annual General Meeting.M/s.Rao and Venkatesulu have pursuant to Section 139(1) of the Companies Act 2013 readwith Companies (Audit and Auditors) Rules 2014 (furnished a certificate regarding theireligibility) and given consent for reappointment.

12. PERSONNEL:

Your Directors would like to express their sincere thanks and appreciation to all theemployees for their commendable teamwork and exemplary contribution to operations andcompany's performance

Information pursuant to the provisions of Section 217 (2A) of the Company Act 1956read with the Companies (Particulars of Employees) Rules 1975. No employee is coveredunder the provision.

13. APPRECIATION

Your Board would like to place on record its sincere appreciation for the wholeheartedsupport and contribution made by all its employees shareholders banks financialinstitutions and other business associates towards conducting the operations of thecompany.